Goldman Sachs Launches $500 Million Autocallable Basket-Linked Notes Maturing in 2027

Basket-Linked Notes Structure and Composition

GS Finance Corp. detailed that the notes are based on an equally weighted basket of eight common stocks, each initially weighted at 12.5% with an initial weighted value of 12.5. The basket includes Constellation Energy Corporation (Nasdaq) with an initial price of $253.50; Eaton Corporation plc (NYSE) at $401.41; Equinix, Inc. (Nasdaq) at $1,017.31; and GE Vernova Inc., among others. Declines in one basket stock may offset gains in others, exposing investors to compounded risk across multiple equity positions.

The initial basket level is fixed at 100, with closing levels calculated by summing the products of each stock's closing price on observation dates divided by its initial price, multiplied by its initial weighted value. This method normalizes the basket's performance across all eight companies from the pricing date of July 20, 2026, through the final observation date on August 3, 2027. Equal weighting is maintained throughout all observation periods.

Autocall Feature and Early Redemption Terms

The notes include an automatic call provision allowing early termination if market conditions are met. Starting November 3, 2026, and continuing through May 3, 2027, if the basket's closing level is at least 100% of the initial level, the notes will be called automatically. Investors then receive a payment on the third business day after the observation date equal to the face amount plus the applicable coupon.

Observation dates are November 3, 2026; February 3, 2027; May 3, 2027; and August 3, 2027. Early redemption can occur at any of the first three observation dates if the basket returns to or exceeds its initial level, limiting the investment horizon but ensuring return of principal plus coupon if triggered.

Conditional Coupon Payment Structure

The notes pay contingent coupons only when performance thresholds are met. On any observation date where the basket's closing level is at least 75% of the initial level, investors receive a coupon per $1,000 face amount calculated as $25.40 multiplied by the number of observation dates elapsed minus previously paid coupons. Coupons accrue only if the basket remains above 75% of its initial value.

If the basket falls below 75% on any observation date, no coupon is paid. This creates a participation threshold requiring the basket to decline no more than 25% to qualify for coupon payments. For holders through maturity without early call, coupon income varies based on how many observation dates the basket stays above the threshold, differing from fixed income instruments.

Maturity Payment Scenarios and Principal Buffer

At maturity on August 6, 2027, two payment scenarios apply depending on basket performance. If the basket return is greater than or equal to -25% (closing level ≥ 75% of initial), investors receive $1,000 per note plus any applicable coupons. If the basket return is below -25%, principal impairment occurs.

In the impairment case, investors receive $1,000 plus $1,000 multiplied by approximately 133.33% times the sum of the basket return plus 25%. This buffer mechanism reduces losses beyond 25%, but investors will receive less than face value and no coupons if the basket declines more than 25%. The filing does not specify a maximum loss, indicating potential substantial principal loss if all basket stocks decline significantly.

Pricing and Initial Valuation Insights

The notes’ estimated value at pricing on July 21, 2026, was about $956 per $1,000 face amount, below the original issue price of 100%. The $44 difference reflects the embedded option value from the autocall feature, contingent coupons, and principal protection. This value is subject to market factors over the notes’ life.

Goldman Sachs & Co. LLC plans to initially trade the notes at approximately the estimated value plus $39 per $1,000 face amount, declining linearly to zero by November 6, 2026. After this date, bid-ask spreads will reflect the then-current estimated value, implying variable secondary market liquidity between initial offering and post-November 2026.

Underwriting and Distribution Details

GS Finance Corp. issued the notes at 100% of face value with a 1% underwriting discount, resulting in net proceeds of 99%. The underwriting discount includes up to a 1% selling concession. Goldman Sachs & Co. LLC acted as placement agent and underwriter, with JPMorgan as co-placement agent. The notes were priced on July 21, 2026, with an original issue date of July 24, 2026.

GS Finance Corp. may issue additional notes later at different prices and underwriting terms. Goldman Sachs & Co. LLC or affiliates may use the prospectus for market-making post-initial sale, with confirmations indicating market-making transactions unless stated otherwise.

Guarantor and Debt Framework

The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., providing recourse if GS Finance Corp. defaults. However, they are not bank deposits, are uninsured by FDIC or other agencies, and are not bank obligations. The guarantee depends on Goldman Sachs Group’s creditworthiness.

Issued under the senior debt indenture dated October 10, 2008, and supplemented February 20, 2015, with The Bank of New York Mellon as trustee, the notes are book-entry form represented by master note no. 3 dated March 22, 2021, under GS Finance Corp.’s Medium-Term Notes, Series F program. CUSIP and ISIN are 40054XSW9 and US40054XSW91, respectively.

Risk Factors and Credit Considerations

Investors are advised to review disclosures on risks, including credit risk of GS Finance Corp. and Goldman Sachs Group. The prospectus supplement (page S-25) provides further risk details. Risks include equity market exposure across eight stocks, correlation risk if all decline, early redemption risk if basket appreciates, and principal loss if basket falls over 25%.

Performance offset among basket stocks means gains in some may not fully compensate losses in others. The equal weighting limits individual stock influence. The contingent coupon structure risks no coupon payments if basket falls below 75% at observation dates, even if recovering later.

Registration and Prospectus Information

The notes are issued under Rule 424(b)(2) of the Securities Act of 1933, registration number 333-284538. The prospectus includes supplements dated July 21, 2026 (No. 26,073) and February 14, 2025, plus a prospectus dated February 14, 2025. The July 21, 2026 supplement supersedes conflicting prior information, and some prior terms may not apply.

This documentation highlights the notes as a tailored product within Goldman Sachs’ medium-term notes program, requiring investors to review all documents carefully to understand rights and obligations.

Observation Dates and Investment Timeline

The notes feature four observation dates approximately every three months: November 3, 2026; February 3, 2027; May 3, 2027; and August 3, 2027, the final date used for maturity basket return calculation. With an original issue date of July 24, 2026, these dates provide regular checkpoints for early redemption and coupon qualification.

Investors face a compressed timeline with quarterly observations rather than annual, and an early call window from November 2026 through May 2027. Positions may be terminated after four to ten months if autocall triggers, limiting full-term exposure but offering early redemption certainty.